Common use of Accounting, Books and Records Clause in Contracts

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a list of the full name and last known business, residence, or mailing address of each past and present Member; (iv) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (v) A copy of the Company’s federal, state, and local income tax returns and reports, if any, for the six most recent years; (vi) A copy of this Agreement; (vii) A copy of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interests; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which that shall show a true and accurate record in Dollars United States dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Operating Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member, both past and present Memberpresent; (iv) A copy of the Certificate Articles of Formation Organization and all amendments theretothereto and restatements thereof, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (v) A copy of the Company’s 's federal, state, and local income tax returns and reports, if any, for the six two most recent years; (vi) A copy of this AgreementOperating Agreement as amended or restated; (vii) A copy of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests's Interest; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) Any Member or its designated representative has the right at the Company’s its own cost and expense, upon reasonable notice, to have access to and inspect and copy the contents of the books or records of the Company. The Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as shall be reimbursed by such Member reasonably considers necessary or desirable; provided that so long for reasonable costs incurred as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense a result of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Memberinspection. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i1) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Operating Agreement; (iii2) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and Director, both past and present Memberpresent; (iv3) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (v4) A copy Copies of the Company’s 's federal, state, and local income tax returns and reports, if any, for the six three most recent years; (vi5) A copy Copies of this Operating Agreement;; and (vii6) A copy of any writings permitted or required under Section 18-502 Unless contained in this Operating Agreement, a statement prepared and certified as accurate by the Governing Board of the Act regarding Company which describes: (a) The amount of cash and a description and statement of the obligation agreed value of the other property contributed by each Member and which each Member has agreed to contribute in the future; 40 40 (b) Any right of a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interests; and (viii) Any written consents obtained from receive distributions, and the Members pursuant to Section 6.3 of this Agreement relative preferences and Section 18-302(d) designations of the Act regarding action taken by the Members without a meetingMember's Interest. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s its own cost and expense, upon at any reasonable noticetime, to have access to and inspect and copy the contents of the such books or records records. The Governing Board shall be reimbursed by such Member for reasonable costs incurred as a result of such inspection. Notwithstanding anything in the Act (including Section 18-305(c) of the Company Act) or any of its Subsidiaries and to make inquiries with regard this Agreement to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuingcontrary, the Company Governing Board shall only be required not have the right to bear keep confidential from any Member any information concerning the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited MemberCompany. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars United States dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member, both past and present Memberpresent; (iv) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (v) A copy of the Company’s federal, state, and local income tax returns and reports, if any, for the six most recent years; (vi) A copy of this Agreement; (vii) A copy of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership InterestsInterest; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) Any Member or its designated representative Representative has the right at the Company’s its own cost and expense, upon reasonable notice, to have access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; Company, provided that so long as no Class A Notice Event shall have occurred such inspections and information gathering be continuing, the Company shall only be required to bear the cost and expense of conducted (i) one such inspection per Fiscal Year requested by any Class A Limited Member during normal business hours and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) in a manner which will not unduly interfere with the Company’s operations. The books of account and records of the Company and its Subsidiaries shall be audited reimbursed by such Member for reasonable costs incurred as a result of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Membersuch inspection.

Accounting, Books and Records. (a) The books and records of the Company shall keep on site at be kept, and the financial position and the results of its principal place of business each operations recorded, in accordance with GAAP, consistently applied; provided, that the financial provisions in the Agreement and this Appendix E relating to Capital Contributions, Profits, Losses and other allocation items, Distributions and Capital Accounts shall be construed and determined in accordance with this Agreement without regard to whether such provisions are inconsistent with GAAP. The books and records shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain all of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a current list of the full name and last known business, residence, business or mailing residence address of each past Unitholder set forth in alphabetical order, together with the Capital Contributions, Capital Account and present MemberUnits of each Unitholder; (ivii) A the full name and business address of each Manager; (iii) a copy of the Certificate of Formation and any and all amendments thereto, thereto together with executed copies of any powers of attorney pursuant to which the Certificate of Formation or any amendment has amendments thereto have been executed; (viv) A copy copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; (v) a copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; (vi) A copy copies of this Agreement;the financial statements of the Company, if any, for the six most recent Fiscal Years; and (vii) A copy of any writings permitted or required under Section 18-502 the Company’s books and records as they relate to the internal affairs of the Act regarding Company for at least the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interests; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement current and Section 18-302(d) of the Act regarding action taken by the Members without a meetingpast four Fiscal Years. (b) The Company shall use the accrual method of accounting in preparation of preparing its financial reports and for tax purposes and shall keep its books and records accordingly. . The Board may, without any further consent of the Unitholders (c) Any Member or its designated representative has except as specifically required by the right at Code), apply for IRS consent to, and otherwise effect a change in, the Company’s cost and expense, upon reasonable notice, to have access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited MemberYear. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business business, or in such other place as the Management Committee may determine from time to time (which such location shall be immediately communicated to each Committee Representative), each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAP;this Agreement, and, where costs and expenses, or costs and expenses inputs, are derived by taking a ratio of Springfield Terminal's costs, the Company shall show a true and accurate record of Springfield Terminal's total costs subject to the ratio, as well as true and accurate records of the metrics from which the applicable ratio is generated, (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, residence or mailing address of each Member and Committee Representative, both past and present Member;present, (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;, (viv) A copy Copies of the Company’s 's federal, state, and local income tax returns and reports, if any, until one year after the period of limitations for auditing the six most recent years;return by the federal government or by any applicable state or local government expires, (v) Copies of this Agreement (including any amendments thereto), (vi) A copy of this Agreement; (vii) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests; 's Capital Contribution, and (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost to access and expenseaudit, upon reasonable notice, to have access to and inspect and copy the contents of the such books or records and shall also have access during normal business hours to such additional financial information, documents, books and records as may be reasonably requested (including in order to comply with any reporting requirements of such Member under applicable laws or stock exchange regulations). The rights granted to a Member pursuant to this Section 7.1 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company, as such procedures and guidelines may be established from time to time. (c) The accounting period of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing MemberYear.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAP;this Agreement. (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the six later of the five (5) most recent years or all open years; (viv) A copy Copies of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests; andCapital Contribution; (viiivii) Unless contained in this Agreement, a statement prepared and certified as accurate by the Board of Managers of the Company which describes: (1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute in the future; (2) The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by each Member are to be made; (3) If agreed upon, the time at which or the events on the happening of which a Member may terminate its Membership Interest in the Company and the amount of, or the method of determining, the distribution to which it may be entitled respecting its Membership Interest and the terms and conditions of the termination and distribution; (4) Any right of a Member to receive distributions, which include a return of all or any part of a Member’s contributions; (5) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meetingMembers. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . The Company shall use GAAP consistent with those policies used in DuPont’s consolidated financial reporting to shareholders. Any Member or its designated authorized representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records of the Company or any of its Subsidiaries and shall also have reasonable access during normal business hours to make inquiries with regard to the contents of the such additional financial information, documents, books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company Company. The rights granted to a Member pursuant to this Section 9.1 are expressly subject to compliance by such Member with the safety, security and its Subsidiaries shall be audited as confidentiality procedures and guidelines of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated Company, as such procedures and guidelines may be established from time to time by the Managing Membertime.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which that shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, residence or mailing address of each Member and Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s 's and all of its Subsidiaries' federal, state, and local income tax returns and reports, if any, for the six three most recent years; (viv) A copy Copies of this Agreementthe Transaction Documents and any amendments thereto; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests's Capital Contribution; (vii) The minutes of any meetings or other actions of the Board of Managers or any committee thereof; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) Any . Each Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, shall be entitled to have access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company during normal business hours at such time and in such depth as such Member deems necessary upon reasonable advance notice to the Company, and the Company will provide to such Member such other information in its Subsidiaries shall possession in connection with such materials as may be audited as of the end of each Fiscal Year requested by a “Big Four” independent certified public accounting firm designated from time to time by the Managing such Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAP;this Agreement. (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s 's federal, state, and local income tax returns and reports, if any, for the six four most recent years; (viv) A copy Copies of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests's Capital Contribution; (vii) Unless contained in this Agreement, a statement prepared by the Management Board of the Company which describes: (A) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute in the future; (B) The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by each Member are to be made; (C) If agreed upon, the time at which or the events on the happening of which a Member may terminate its Units in the Company and the amount of, or the method of determining, the distribution to which it may be entitled respecting its Units and the terms and conditions of the termination and distribution; (D) Any right of a Member to receive distributions, which include a return of all or any part of a Member's contribution; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting; and (ix) Separate books and records for each of the agreements to which the Company is a party, including, but not limited to, the agreements identified in Article 13 hereof, relating to items such as Product testing, component or quality inspections, compliance with specifications, process validation, NDA-type reports, costs, fees, royalties and any other payments made or expenses incurred in connection with such agreements. Such books and records, or copies thereof, will be provided to the Company by Alliance, Xxxxxx or a third Party, as the case may be. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records and shall also have reasonable access during normal business hours to such additional financial information, documents, books and records. The rights granted to a Member pursuant to this Section 10.1 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company or any of its Subsidiaries Company, as such procedures and guidelines may be established from time to make inquiries with regard time. The Member who is not a party to the contents of the agreement for which books or and records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, are being maintained by the Company shall only be required under Section 10.1 hereof has the right to bear the cost and expense of (i) one control, supervise and/or bring an action to enforce an audit performed on such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Memberagreement. (dc) The books Either Member may cause the Company to exercise any of account and records of the Company's audit rights under any agreement between the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing other Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and each Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s federal, state, and local income tax returns and reports, if any, for each year since the six most recent yearsEffective Date; (viv) A copy Copies of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services cash as consideration for such Member’s Membership InterestsInterest; and (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) All amounts payable under any agreement other than this Agreement between the Company on the one hand and the Members or their Affiliates on the other hand shall be treated as occurring between the Company and a Person who is not a “partner” within the meaning of Section 707(a)(l) of the Code and such amounts payable by the Company to any Member or its Affiliates shall be considered an expense or capital cost, as the case may be, of the Company for income tax and financial reporting purposes, and shall not be considered a distribution to such Member including, without limitation, in maintaining such Member’s Capital Account, and any such amounts payable by any Member or its Affiliates to the Company shall not be considered a contribution to the Company, including, without limitation, in maintaining such Member’s Capital Account. (d) Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and shall also have reasonable access during normal business hours to make inquiries with regard to such additional financial information, documents, books and records as are in the contents possession of the books or records at any time Company. The rights granted to a Member pursuant to this Section 8.1(d) are expressly subject to compliance by such Member with the safety, security and on as many occasions confidentiality procedures and guidelines of the Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required established from time to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Membertime. (de) The books of account and records of the Company and its Subsidiaries Company’s accountants shall be audited as of Xxxxxx Xxxxxxxx, 000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 unless the end of each Fiscal Year by a “Big Four” Manager and the Special Purpose Manager agree to use other accountants, which other accountants must be nationally recognized independent certified public accounting firm designated from time to time by the Managing Memberaccountants.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAP;this Agreement, (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, residence or mailing address of each Member and Committee Representative, both past and present Member;present, (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;, (viv) A copy Copies of the Company’s federal, state, and local income tax returns and reports, if any, until one year after the period of limitations for auditing the six most recent years;return by the federal government or by any applicable state or local government expires, (v) Copies of this Agreement, (vi) A copy of this Agreement; (vii) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests; Capital Contribution, and (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost to access and expenseaudit, upon reasonable notice, to have access to and inspect and copy the contents of the such books or records and shall also have access during normal business hours to such additional financial information, documents, books and records as may be reasonably requested (including in order to comply with any reporting requirements of such Member under applicable laws or stock exchange regulations). The rights granted to a Member pursuant to this Section 7.1 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company, as such procedures and guidelines may be established from time to time. (c) The accounting period of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing MemberYear.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a current list of the full name and last known business, residence, or mailing address of each Company Member, both past and present Memberpresent; (iviii) A a copy of the Certificate of Formation and all amendments theretoFormation, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy copies of the Company’s 's federal, stateState, local and local foreign income tax Tax returns and reports, if any, for the six most recent yearsFiscal Years; (viv) A copy copies of this Agreement; (vi) copies of each Class B Preferred Membership Interest Certificate; (vii) A copy copies of any writings permitted or required under Section 18-502 of the Delaware Act regarding the obligation of a Class A Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Class A Member’s Membership Interests's Capital Contribution; and (viii) Any any written consents obtained from the Class A Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Delaware Act regarding action taken by the Class A Members without a meeting. (b) The Company shall use the accrual method of accounting for Tax purposes and shall use GAAP in the preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) in accordance with the foregoing. Any Class A Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records and shall also have reasonable access during normal business hours to such additional financial information, documents, books and records. The rights granted to a Class A Member pursuant to this Section 9.01 are expressly subject to compliance by such Class A Member with the safety, security and confidentiality procedures and guidelines of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required established from time to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Membertime. (dc) The books of account and records Until the DLJ Entities together with their Permitted Transferees own, in the aggregate, less than 10% of the Company and its Subsidiaries shall be audited as original liquidation value of the end Class B Preferred Membership Interests this Section 9.01 shall also be subject to, and include, Section 3.01(c) of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing MemberClass B Preferred Membership Interest Certificates.

Accounting, Books and Records. (a) The Joint Sales Company shall keep on site at its principal place of business each of the following:: * CONFIDENTIAL TREATMENT REQUESTED (i) Separate books of account for the Joint Sales Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Joint Sales Company and its Subsidiaries and the operation of their business the Business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a current list of the full name and last known business, residence, or mailing address of each Member, Director, and Officer, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Joint Sales Company’s 's federal, state, and local income tax returns and reports, if any, for the six three (3) most recent years; (viv) A copy Copies of this Agreement; (viivi) A copy of any writings permitted or required under Any written consents obtained from Members pursuant to Section 18-502 of the Act 6.3(e) hereof regarding the obligation of action taken by Members without a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interestsmeeting; and (viiivii) Any written consents obtained from the Members Directors pursuant to Section 6.3 of this Agreement and Section 18-302(d5.2(d) of the Act hereof regarding action taken by the Members Directors without a meeting, and minutes of meetings of the Board of Directors. (b) The Joint Sales Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records and shall also have reasonable access during normal business hours to such additional financial information, documents, books and records. The rights granted to a Member pursuant to this Section 8.1 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions Joint Sales Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated established from time to time by the Managing Membertime.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars United States dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAP; the Modified Tax Basis of Accounting; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; ; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member, both past and present Member; present; (iv) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; , (v) A copy Copies of the Company’s 's federal, state, and local income tax returns and reports, if any, for the six most recent years; ; (vi) A copy Copies of this Agreement; ; (vii) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests's Interest including, without limitation, the RAMP Investments Contribution Agreement; and and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 18302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s its own cost and expense, upon at any reasonable noticetime, to have access to and inspect and copy the contents of the such books or records records. Such Member shall reimburse the Manager for reasonable costs incurred as a result of such inspection. Notwithstanding anything in the Act (including Section 18-305(c) of the Company Act) or any of its Subsidiaries and to make inquiries with regard this Agreement to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuingcontrary, the Company Manager shall only be required not have the right to bear keep confidential from any Member any information concerning the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited MemberCompany. 8. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAP;this Agreement. (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s 's federal, state, and local income tax returns and reports, if any, for the six three most recent years; (viv) A copy Copies of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s 's Capital Contribution; (vii) Unless contained in this Agreement, a statement prepared and certified as accurate by the Managers of the Company which describes: (A) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute in the future; (B) The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by each Member are to be made; (C) If agreed upon, the time at which or the events on the happening of which a Member may terminate his Membership Interests; andInterest in the Company and the amount of, or the method of determining, the distribution to which he may be entitled respecting his Membership Interest and the terms and conditions of the termination and distribution; (D) Any right of a Member to receive distributions, which include a return of all or any part of a Member's contribution; (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records and shall also have reasonable access during normal business hours to such additional financial information, documents, books and records. The rights granted to a Member pursuant to this Section 9.1 are expressly subject to compliance by such Member with the safety, security, and confidentiality procedures and guidelines of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated established from time to time by the Managing Membertime.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAP;this Agreement, (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, residence or mailing address of each Member and Committee Representative, both past and present Member;present, (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;, (viv) A copy Copies of the Company’s 's federal, state, and local income tax returns and reports, if any, until one year after the period of limitations for auditing the six most recent years;return by the federal government or by any applicable state or local government expires, (v) Copies of this Agreement, (vi) A copy of this Agreement; (vii) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests; 's Capital Contribution, and (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost to access and expenseaudit, upon reasonable notice, to have access to and inspect and copy the contents of the such books or records and shall also have access during normal business hours to such additional financial information, documents, books and records as may be reasonably requested (including in order to comply with any reporting requirements of such Member under applicable laws or stock exchange regulations). The rights granted to a Member pursuant to this Section 7.1 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company, as such procedures and guidelines may be established from time to time. (c) The accounting period of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing MemberYear.

Accounting, Books and Records. (a) The Company shall will keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall that will show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct Company’s operation of the Company and its Subsidiaries and the operation of their business in accordance with GAAPBusiness; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments theretoto the Certificate, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s federal, state, and local income income-tax returns and reports, if any, for the six three most recent yearsFiscal Years; (v) A copy of this Agreement and all amendments to this Agreement; (vi) A copy of this Agreement; (vii) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests; andits Capital Contribution; (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting and any written consents obtained from the Managers pursuant to Section 18-404 of the Act regarding actions taken by Managers without a meeting; (viii) Copies of the agreement of each Member who is not a resident of Delaware to file a Delaware income-tax return if required by the provisions of Title 30 of the Delaware Code and to make timely payment of all taxes imposed on it by the State of Delaware with respect to the Company’s income and to be subject to personal jurisdiction in Delaware for purposes of the collection of those income taxes, together with related interest and penalties imposed on the Member by the State of Delaware with respect to the Company’s income; and (ix) A copy of the registration of LI with the Secretary of State of the State of Indiana, to the extent required by Indiana law to avoid withholdings from distributions made to LI. (b) The Company shall will use the accrual method of accounting in preparation of preparing its financial reports and for tax purposes and shall will keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect to, inspect, and copy the contents of the Company’s books and records and will also have reasonable access during normal business hours to any financial information, documents, books, and records. The rights granted to a Member pursuant to this Section 8.1(b) are expressly subject to that Member’s compliance with the Company’s reasonable safety, security, and confidentiality procedures and guidelines, as those procedures and guidelines may be established from time to time. (c) Each Member and its agents, representatives (including any internal or records of the Company or any of its Subsidiaries external auditors), and to make inquiries with regard employees will have full and complete access to the contents of Company’s independent auditors and the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of right (i) one such inspection per Fiscal Year requested by to inspect any Class A Limited Member of the Company’s books, records, and physical properties during normal business hours, (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. to cause an independent audit or review of those books, records, and properties and (diii) The books of account and records without limiting the generality of the Company foregoing, to review copies of compliance and its Subsidiaries shall be audited as policy audits and self assessments of the end Company’s operations in relation to health, safety and environmental laws. The Company will cooperate fully with that Member, its agents, representatives (including any internal or external auditors), and employees in the course of each Fiscal Year by any audit or review and will provide any assistance reasonably necessary in connection with any audit or review. The audit or review will be at the sole cost of the Member making the audit or review. However, if the Member engages nationally recognized independent public accountants to perform an independent audit of the Company’s books, records, and properties, and that independent audit results in a “Big Four” proposed adjustment of the Company’s Distributable Cash Flow or Available Cash of 10% or more, then GL will promptly reimburse the Member that engaged such auditor 100% of the costs of that independent certified public accounting firm designated from time to time by the Managing Memberaudit.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which that shall show a true and accurate record in Dollars United States dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business in accordance with GAAPits business; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Operating Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member, both past and present Memberpresent; (iv) A copy of the Certificate Articles of Formation Organization and all amendments theretothereto and restatements thereof, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (v) A copy of the Company’s 's federal, state, and local income tax returns and reports, if any, for the six two most recent years; (vi) A copy of this AgreementOperating Agreement as amended or restated; (vii) A copy of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Interests's Interest; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) Any Member or its designated representative has the right at the Company’s its own cost and expense, upon reasonable notice, to have access to and inspect and copy the contents of the books or records of the Company. The Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as shall be reimbursed by such Member reasonably considers necessary or desirable; provided that so long for reasonable costs incurred as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense a result of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Memberinspection. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i1) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Operating Agreement; (iii2) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and Director, both past and present Memberpresent; (iv3) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (v4) A copy Copies of the Company’s 's federal, state, and local income tax returns and reports, if any, for the six three most recent years; (vi5) A copy Copies of this Operating Agreement; and (6) Unless contained in this Operating Agreement, a statement prepared and certified as accurate by the Governing Board of the Company which describes: (a) The amount of cash and a description and statement of the agreed value of the other property contributed by each Member and which each Member has agreed to contribute in the future; (viib) A copy of any writings permitted or required under Section 18-502 of the Act regarding the obligation Any right of a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interests; and (viii) Any written consents obtained from receive distributions and the Members pursuant to Section 6.3 of this Agreement relative preferences and Section 18-302(d) designations of the Act regarding action taken by the Members without a meetingMember's Interest. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s its own cost and expense, upon at any reasonable noticetime, to have access to and inspect and copy the contents of the such books or records records. The Governing Board shall be reimbursed by such Member for reasonable costs incurred as a result of such inspection. Notwithstanding anything in the Act (including Section 18-305(c) of the Company Act) or any of its Subsidiaries and to make inquiries with regard this Agreement to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuingcontrary, the Company Governing Board shall only be required not have the right to bear keep confidential from any Member any information concerning the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited MemberCompany. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and each Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s federal, state, and local income tax returns and reports, if any, for each year since the six most recent yearsEffective Date; (viv) A copy Copies of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services cash as consideration for such Member’s Membership InterestsInterest; and (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) All amounts payable under any agreement other than this Agreement between the Company on the one hand and the Members or their Affiliates on the other hand shall be treated as occurring between the Company and a Person who is not a “partner” within the meaning of Section 707(a)(l) of the Code and such amounts payable by the Company to any Member or its Affiliates shall be considered an expense or capital cost, as the case may be, of the Company for income tax and financial reporting purposes, and shall not be considered a distribution to such Member including, without limitation, in maintaining such Member’s Capital Account, and any such amounts payable by any Member or its Affiliates to the Company shall not be considered a contribution to the Company, including, without limitation, in maintaining such Member’s Capital Account. (d) Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and shall also have reasonable access during normal business hours to make inquiries with regard to such additional financial information, documents, books and records as are in the contents possession of the books or records at any time Company. The rights granted to a Member pursuant to this Section 8. l(d) are expressly subject to compliance by such Member with the safety, security and on as many occasions confidentiality procedures and guidelines of the Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required established from time to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Membertime. (de) The books of account and records of the Company and its Subsidiaries Company’s accountants shall be audited as of Xxxxxx Xxxxxxxx, 000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 unless the end of each Fiscal Year by a “Big Four” Manager and the Special Purpose Manager agree to use other accountants, which other accountants must be nationally recognized independent certified public accounting firm designated from time to time by the Managing Memberaccountants.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and each Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s federal, state, and local income tax returns and reports, if any, for each year since the six most recent yearsEffective Date; (viv) A copy Copies of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services cash as consideration for such Member’s Membership InterestsInterest; and (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) All amounts payable under any agreement other than this Agreement between the Company on the one hand and the Members or their Affiliates on the other hand shall be treated as occurring between the Company and a Person who is not a “partner” within the meaning of Section 707(a)( 1) of the Code and such amounts payable by the Company to any Member or its Affiliates shall be considered an expense or capital cost, as the case may be, of the Company for income tax and financial reporting purposes, and shall not be considered a distribution to such Member including, without limitation, in maintaining such Member’s Capital Account, and any such amounts payable by any Member or its Affiliates to the Company shall not be considered a contribution to the Company, including, without limitation, in maintaining such Member’s Capital Account. (d) Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and shall also have reasonable access during normal business hours to make inquiries with regard to such additional financial information, documents, books and records as are in the contents possession of the books or records at any time Company. The rights granted to a Member pursuant to this Section 8.1(d) are expressly subject to compliance by such Member with the safety, security and on as many occasions confidentiality procedures and guidelines of the Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required established from time to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Membertime. (de) The books of account and records of the Company and its Subsidiaries Company’s accountants shall be audited as of Xxxxxx Xxxxxxxx, 000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 unless the end of each Fiscal Year by a “Big Four” Manager and the Special Purpose Manager agree to use other accountants, which other accountants must be nationally recognized independent certified public accounting firm designated from time to time by the Managing Memberaccountants.

Accounting, Books and Records. (a) The books and records of the Company shall keep on site be kept, and the financial position and the results of its operations recorded, in accordance with GAAP, consistently applied and in accordance with the internal controls, disclosure controls and public reporting company obligations and requirements of the Members under the Sxxxxxxx-Xxxxx Act or other applicable federal or state securities laws; provided, that the financial provisions in this Agreement relating to Capital Contributions, Profits and Losses, distributions and Capital Accounts shall be construed and determined in accordance with this Agreement without regard to whether such provisions are inconsistent with GAAP. Any material costs incurred by the Company in meeting US BioEnergy’s requirements as a reporting company and with respect to US BioEnergy’s requirements to comply with the Sxxxxxxx-Xxxxx Act shall be reimbursed by US BioEnergy, but only to the extent that such costs would not have been incurred by the Company but for such requirements. The books and records shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The books and records of the Company shall include and the Company shall maintain at its principal place of business each executive office all of the following: (i) Separate books of account for the Company and its Subsidiaries An EXHIBIT A to this Agreement (which shall show a true and accurate record in Dollars of all costs and Expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of EXHIBIT A is hereby incorporated into this Agreement; (iii) The Membership Registry and ), which EXHIBIT A shall include a current list of the full name and last known business, residence, business or mailing residence address of each past Unit Holder set forth in alphabetical order, the BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT Capital Contributions and present MemberUnits of each Unit Holder (including the amount of cash and description and statement of the agreed value of any other property or services relating to such Capital Contributions), the amount and value of any Capital Contributions which any Member or potential Member has agreed to make pursuant to a contribution agreement or a contribution allowance agreement (including the time or times at which or events the happening of which such Capital Contributions are to be made or, in the case of a contribution allowance agreement, such right to contribute lapses), and which EXHIBIT A shall be amended from time to time as Transfers occur or as additional Units are issued and as additional Members are admitted to the Company in accordance with this Agreement, and which EXHIBIT A, together with the other applicable provisions of this Agreement, shall constitute the statement of membership interests in the Company provided for by the Act; (ivii) The full name and business address of each Manager; (iii) A copy of the Certificate of Formation Articles and any and all amendments thereto, thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendment has amendments thereto have been executed; (viv) A copy Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; (v) A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; (vi) A copy Copies of this Agreementthe financial statements of the Company, if any, for the six most recent Fiscal Years; (vii) A copy The Company’s books and records as they relate to the internal affairs of any writings permitted or the Company for at least the current and past four Fiscal Years; (viii) The required records and information required under Section 18-502 of the Act regarding Act, to the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interestsextent not included in (i) – (vii) above; and (viiiix) Any written consents obtained from The books and records and information that are consistent with or required by the internal controls, disclosure controls and reporting obligations and requirements of the Members pursuant to Section 6.3 of this Agreement and Section 18under the Sxxxxxxx-302(d) of the Xxxxx Act regarding action taken by the Members without a meetingor other applicable federal or state securities laws. (b) The Company shall use the accrual method of accounting in preparation of preparing its financial reports and for tax purposes and shall keep its books and records accordingly. . The Board may, without any further consent of the Unit Holders (c) Any Member or its designated representative has except as specifically required by the right at Code), apply for IRS consent to, and otherwise effect a change in, the Company’s cost and expenseFiscal Year. BIG RIVER RESOURCES GXXXXXXX, upon reasonable notice, to have access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.LLC OPERATING AGREEMENT

Accounting, Books and Records. (a) The books and records of the Company shall keep on site at be kept, and the financial position and the results of its principal place of business each operations recorded, in accordance with GAAP, consistently applied; provided, that the financial provisions in the Agreement relating to Capital Contributions, Profits, Losses and other allocation items, Distributions and Capital Accounts shall be construed and determined in accordance with this Agreement without regard to whether such provisions are inconsistent with GAAP. The books and records shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain all of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business in accordance with GAAP; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a current list of the full name and last known business, residence, business or mailing residence address of each past Unitholder set forth in alphabetical order, together with the Capital Contributions, Capital Account and present MemberUnits of each Unitholder; (ivii) A the full name and business address of each Manager; (iii) a copy of the Certificate Articles of Formation Organization and any and all amendments thereto, thereto together with executed copies of any powers of attorney pursuant to which the Articles of Organization or any amendment has amendments thereto have been executed; (viv) A copy copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; (v) a copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; (vi) A copy copies of this Agreement;the financial statements of the Company, if any, for the six most recent Fiscal Years; and (vii) A copy of any writings permitted or required under Section 18-502 the Company’s books and records as they relate to the internal affairs of the Act regarding Company for at least the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interests; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement current and Section 18-302(d) of the Act regarding action taken by the Members without a meetingpast four Fiscal Years. (b) The Company shall use the accrual method of accounting in preparation of preparing its financial reports and for tax purposes and shall keep its books and records accordingly. . The Board may, without any further consent of the Unitholders (c) Any Member or its designated representative has except as specifically required by the right at Code), apply for IRS consent to, and otherwise effect a change in, the Company’s cost and expense, upon reasonable notice, to have access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited MemberYear. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their its business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and each Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s federal, state, and local income tax returns and reports, if any, for each year since the six most recent yearsEffective Date; (viv) A copy Copies of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash or property or to perform services cash as consideration for such Member’s Membership InterestsInterest; and (viiivii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) All amounts payable under any agreement other than this Agreement between the Company on the one hand and the Members or their Affiliates on the other hand shall be treated as occurring between the Company and a Person who is not a “partner” within the meaning of Section 707(a)(1) of the Code and such amounts payable by the Company to any Member or its Affiliates shall be considered an expense or capital cost, as the case may be, of the Company for income tax and financial reporting purposes, and shall not be considered a distribution to such Member including, without limitation, in maintaining such Member’s Capital Account, and any such amounts payable by any Member or its Affiliates to the Company shall not be considered a contribution to the Company, including, without limitation, in maintaining such Member’s Capital Account. (d) Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and shall also have reasonable access during normal business hours to make inquiries with regard to such additional financial information, documents, books and records as are in the contents possession of the books or records at any time Company. The rights granted to a Member pursuant to this Section 8.1(d) are expressly subject to compliance by such Member with the safety, security and on as many occasions confidentiality procedures and guidelines of the Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required established from time to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Membertime. (de) The books of account and records of the Company and its Subsidiaries Company’s accountants shall be audited as of Xxxxxx Xxxxxxxx, 000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 unless the end of each Fiscal Year by a “Big Four” Manager and the Special Purpose Manager agree to use other accountants, which other accountants must be nationally recognized independent certified public accounting firm designated from time to time by the Managing Memberaccountants.

Accounting, Books and Records. (a) The Joint Sales Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Joint Sales Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Joint Sales Company and its Subsidiaries and the operation of their business the Business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a current list of the full name and last known business, residence, or mailing address of each Member, Director, and Officer, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Joint Sales Company’s 's federal, state, and local income tax returns and reports, if any, for the six three (3) most recent years; (viv) A copy Copies of this Agreement; (viivi) A copy of any writings permitted or required under Any written consents obtained from Members pursuant to Section 18-502 of the Act 6.3(e) hereof regarding the obligation of action taken by Members without a Member to perform any enforceable promise to contribute Cash or property or to perform services as consideration for such Member’s Membership Interestsmeeting; and (viiivii) Any written consents obtained from the Members Directors pursuant to Section 6.3 of this Agreement and Section 18-302(d5.2(d) of the Act hereof regarding action taken by the Members Directors without a meeting, and minutes of meetings of the Board of Directors. (b) The Joint Sales Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records and shall also have * CONFIDENTIAL TREATMENT REQUESTED 37 reasonable access during normal business hours to such additional financial information, documents, books and records. The rights granted to a Member pursuant to this Section 8.1 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions Joint Sales Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated established from time to time by the Managing Membertime.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which that shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAP;this Agreement. (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, residence or mailing address of each Member and Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s and all of its Subsidiaries’ federal, state, and local income tax returns and reports, if any, for the six three most recent years; (viv) A copy Copies of this Agreementthe Transaction Documents and any amendments thereto; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership InterestsCapital Contribution; (vii) The minutes of any meetings or other actions of the Board of Managers or any committee thereof; and (viii) Any written consents obtained from the Members pursuant to Section 6.3 of this Agreement and Section 18-302(d) 302 of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) Any . Each Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, shall be entitled to have access to and inspect and copy the contents of the books or records of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company during normal business hours at such time and in such depth as such Member deems necessary upon reasonable advance notice to the Company, and the Company will provide to such Member such other information in its Subsidiaries shall possession in connection with such materials as may be audited as of the end of each Fiscal Year requested by a “Big Four” independent certified public accounting firm designated from time to time by the Managing such Member.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate separate books of account for the Company and its Subsidiaries which shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the business of the Company and its Subsidiaries and the operation of their business in accordance with GAAP;this Agreement. (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a current list of the full name and last known business, residence, or mailing address of the Shareholders and each past and present MemberDirector; (iviii) A a copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy copies of the Company’s federal, state, and local income tax returns and reports, if any, for the six three most recent years; (viv) A copy copies of this AgreementAgreement and any Resolutions; (viivi) A copy copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation obligations of a Member the Shareholders to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership Intereststhe Shareholders’ Capital Subscriptions; and (viiivii) Any written consents obtained from unless contained in this Agreement, a statement prepared and certified as accurate by the Members pursuant to Section 6.3 Board of this Agreement Directors which describes: (A) the amount of cash and Section 18-302(d) a description and statement of the Act regarding action taken agreed value of the other property or services contributed by the Members without Shareholders and which the Shareholders have agreed to contribute in the future; (B) the times at which or events on the happening of which any additional Capital Subscriptions agreed to be made by the Shareholders are to be made; (C) if agreed upon, the time at which or the events on the happening of which the Shareholders may terminate their Shares and the amount of, or the method of determining, the distribution to which they may be entitled respecting their Shares and the terms and conditions of the termination and distribution; and (D) any right of the Shareholders to receive distributions, which include a meetingreturn of all or any part of the Shareholders’ Capital Subscriptions. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member Shareholder or its designated representative has shall have the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records and shall also have reasonable access during normal business hours to such additional financial information, documents, books and records. The rights granted to the Shareholders pursuant to this Section 8.01 are expressly subject to compliance by the Shareholders with the safety, security and confidentiality procedures and guidelines of the Company or any of its Subsidiaries and to make inquiries with regard to the contents of the books or records at any time and on as many occasions Company, as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred procedures and guidelines may be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated established from time to time by the Managing Membertime.

Accounting, Books and Records. (a) The Company shall keep on site at its principal place of business each of the following: (i) Separate books of account for the Company and its Subsidiaries which that shall show a true and accurate record in Dollars of all costs and Expenses expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and its Subsidiaries and the operation of their business the Business in accordance with GAAPthis Agreement; (ii) Separate books of account that reflect the Capital Accounts of the Members as maintained pursuant to the provisions of this Agreement; (iii) The Membership Registry and a A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present Memberpresent; (iviii) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (viv) A copy Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the six three (3) most recent years; (viv) A copy of this Agreement; (viivi) A copy Copies of any writings permitted or required under Section 18-502 of the Act regarding the obligation of a Member to perform any enforceable promise to contribute Cash cash or property or to perform services as consideration for such Member’s Membership InterestsCapital Contribution; (vii) Unless contained in this Agreement, a statement prepared and certified as accurate by the Management Committee of the Company that describes: (A) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and that each Member has agreed to contribute in the future; (B) The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by each Member are to be made; (C) If agreed upon, the time at which or the events on the happening of which a Member may terminate his Units in the Company and the amount of, or the method of determining, the distribution to which he may be entitled respecting his Units and the terms and conditions of the termination and distribution; and (D) Any right of a Member to receive distributions, which include a return of all or any part of a Member’s contribution; and (viii) Any written consents obtained from the Members pursuant to Section 18-302 of the Act and Section 6.3 of this Agreement and Section 18-302(d) of the Act regarding action taken by the Members without a meeting. (b) The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly. (c) . Any Member or its designated representative has the right at the Company’s cost and expense, upon reasonable notice, to have reasonable access to and inspect and copy the contents of the such books or records of the Company or any of its Subsidiaries and shall also have reasonable access during normal business hours to make inquiries with regard to the contents of the such additional financial information, documents, and books or records at any time and on as many occasions as such Member reasonably considers necessary or desirable; provided that so long as no Class A Notice Event shall have occurred and be continuing, the Company shall only be required to bear the cost and expense of (i) one such inspection per Fiscal Year requested by any Class A Limited Member and (ii) one such inspection per Fiscal Year requested by any Class B Limited Member. (d) The books of account and records of the Company and its Subsidiaries shall be audited as of the end of each Fiscal Year by a “Big Four” independent certified public accounting firm designated from time to time by the Managing MemberCompany.